Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

ADT INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROPOSAL 1 - ELECTION OF DIRECTORS

Directors of the Company currently hold office until the third succeeding annual meeting of stockholders following their election and until the election and qualification of their successors. Under the Company's amended and restated bylaws (the "Bylaws") and amended and restated certificate of incorporation (the "A&R Certificate of Incorporation"), the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not more than 15. The Board of Directors currently consists of 13 directors. At the 2025 Annual Meeting, we are seeking stockholder approval to declassify our Board of Directors, as described in Proposal 3 -Amendment and Restatement to the Company's Amended and Restated Certificate of Incorporation to Declassify the Board of Directors. If that proposal is approved, starting in 2026 directors up for election will stand for election to serve one-year terms and the full Board of Directors will stand for annual election starting in 2028.

All of the nominees are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable to accept their nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors, or the number of directors constituting the Board of Directors may be reduced in accordance with the Company's Bylaws and A&R Certificate of Incorporation.

Directors will be elected by the holders of a plurality of the voting power of the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote for the election of such directors. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will also have no effect on the election of those nominees. Under our A&R Certificate of Incorporation, Class B Common Stockholders are not entitled to vote for the election of directors.

Proposal 1 is for the re-election of each of Marques Coleman, Paul J. Smith, Matthew E. Winter, and Suzanne Yoon as a Class II director for a term that will expire at the 2028 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.

The Board of Directors recommends that the Common Stockholders voteFORthe re-election of each of the Class II directors as set forth in this proxy statement.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DIRECTOR SKILLS, BACKGROUND AND EXPERIENCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Class II Directors

The term of the following four Class II directors will expire at the Annual Meeting. Messrs. Coleman, Smith, Winter, and Ms. Yoon are the only nominees for election at the Annual Meeting for a term that will expire at the 2028 Annual Meeting of Stockholders and until each of their successors has been duly elected and qualified.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROPOSAL 1 - ELECTION OF DIRECTORS

Class III Directors

The term of the following five Class III directors will expire at the 2026 Annual Meeting of Stockholders.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROPOSAL 1 - ELECTION OF DIRECTORS

Class I Directors

The term of the following four Class I directors will expire at the 2027 Annual Meeting of Stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Embracing the End of Controlled Company Exception

Our Common Stock is listed on the New York Stock Exchange (the "NYSE"). On March 19, 2024, following the closing of a secondary offering of our Common Stock by certain Apollo affiliates, Apollo's combined voting power with respect to the election of directors fell to 49.5%, and we ceased to be a "controlled company" for purposes of NYSE rules and corporate governance standards.

As a result, NYSE rules required that by March 19, 2025, (i) our Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance Committee") and Compensation Committee of the Board of Directors (the "Compensation Committee") be composed entirely of independent directors and (ii) our Board of Directors be composed of a majority of independent directors.

Since March 2024, we have added four new independent directors to our Board of Directors, and following the resignation of certain Apollo-appointed directors, our Board of Directors is composed of approximately 62% independent directors (as further described below). Additionally, each of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee of the Board of Directors (the "Audit Committee") is composed entirely of independent directors. We no longer rely on any "controlled company" exemptions or phase-in accommodations, and we are fully compliant with NYSE corporate governance standards.

Director Independence

No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board of Directors broadly considers all relevant facts and circumstances relative to independence and considers the issue not merely from the standpoint of the director, but also from the viewpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships (among others). In accordance with NYSE listing standards, the Board of Directors considers the following categorial standards of director independence, according to which independent directors:

The Board of Directors has determined that Mr. Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are our independent directors, as such term is defined by the applicable rules and regulations of the NYSE and that Mr.

CORPORATE GOVERNANCE

Gartland, Ms. Griffin, Mr. Houston, Mr. Smith, Ms. Tiedt, Mr. Winter, Ms. Yoon and Ms. Zarmi are also independent as defined by the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and the NYSE for service on the various committees of the Board on which they currently serve. In considering Mr. Smith's independence, the Nominating and Corporate Governance Committee and the Board of Directors considered Mr. Smith's role at State Farm as well as the relationship between the Company and State Farm.

Board of Directors Leadership Structure and Board's Role in Risk Oversight

The Board of Directors is responsible for providing oversight for the Company's Risk Management programs. As part of its oversight function, the Board regularly reviews the Company's credit and liquidity positions, as well as its operations, and the risks associated with each. Additionally, the Board, through the Audit Committee, takes an active role in oversight of ADT's Enterprise Risk Management ("ERM") program. The Board's evaluation of the Company's ERM practices is an ongoing process, with a comprehensive review conducted on an annual basis followed by quarterly updates as necessary or appropriate. Management has developed a comprehensive ERM program based on the 2017 COSO ERM Framework. As part of this framework, management solicits the views and expertise of senior executives from across the Company, conducts external research on industry and general trends, and utilizes third-party risk consulting services. The Company's Vice President of Risk, Governance, and Internal Audit provides a comprehensive review of ADT's ERM program, including a review of the Company's Risk Register, Risk Appetite Statement, and the Company's plans to mitigate its top risks to the Audit Committee on an annual basis. The Chair of the Audit Committee is responsible for providing updates to the Board of Directors, including with regard to the Company's Risk Register, and for requesting full Board approval of the Company's Risk Appetite Statement.

The Compensation Committee is responsible for overseeing the management of risks relating to employee compensation plans and arrangements, and the Audit Committee is responsible for overseeing the management of financial risks, which also more broadly encompasses enterprise risk management, including compliance, cybersecurity, privacy and related risks. While each committee is responsible for evaluating certain risks, and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The Company also has a designated Chief Compliance Officer who reports to the Executive Vice President, Chief Legal Officer and Secretary of the Company. The Chief Compliance Officer provides quarterly reports to the Audit Committee.

Our Board of Directors does not currently have a policy as to whether the roles of Chair of our Board of Directors and of the CEO should be separate. Our Board of Directors believes that the Company and its stockholders are best served by maintaining flexibility to determine whether the Chair and CEO positions should be separated or combined at a given point in time in order to provide appropriate leadership for the Company at that time. Currently, our President and CEO, Mr. DeVries, also serves as the Chair of our Board of Directors, a position which Mr. DeVries has held since September 2023. The Board of Directors has determined in its judgment that the Company benefits from having a combined Chair and CEO role at this time. Our Board believes that Mr. DeVries' leadership and commitment to advancing our mission is important to achieving our strategic objectives. The Board believes that the Company and our stockholders benefit from Mr. DeVries' deep understanding of our business and culture, as well as his in-depth knowledge of the issues, opportunities and challenges facing the Company and its business.

To balance Mr. DeVries' combined Chair/CEO role, the Board has a strong Lead Independent Director with a clearly defined role and robust set of responsibilities to further promote effective corporate governance. Our Lead Independent Director is appointed by our non-management directors and Mr. Winter currently serves in this role. We believe Mr. Winter's strong leadership background in the insurance industry and his deep experience as a public company board member makes him a strong Lead Independent Director. Mr. Winter collaborates with Mr. DeVries in setting meeting agendas, and either may call special meetings of the Board of Directors. As Chair, Mr. DeVries presides over meetings of the Board of Directors. As our Lead Independent Director, Mr. Winter provides independent oversight and works to facilitate effective communication among Mr. DeVries and our independent directors, as well as

CORPORATE GOVERNANCE

among non-management directors. As more fully described in our Board Governance Principles, the Lead Independent Director role also includes the following authority and responsibilities, among others:

The Company understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company's size, industry, operations, history and culture. Accordingly, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

We believe that our current Board of Directors leadership structure is appropriate and serves the interests of the Company and its stockholders based on the Company's specific facts and circumstances at this time. In reaching this conclusion, we considered, among other things, the composition and diverse skill-set of the Board of Directors, the tenure of the directors with the Company and their overall experience in the business and working with the Chairman, President and CEO, the executive management group, and the ability of the Board, as currently constituted and managed, to ask challenging questions and further develop the Company's strategic vision. We also considered the Company's risk oversight policies and practices to promote more focused and sustained attention to critical areas. These policies and procedures permit and encourage each member to take an active role in all discussions, while also being designed to ensure that different committees develop specific subject matter risk expertise and have focused oversight responsibilities and the ability to act quickly if necessary in their corresponding areas. Our Chairman, President and CEO currently serves on the Executive Committee. We believe Mr. DeVries provides an important connection and integration across various aspects of the Board and the Company. This structure of developing focused expertise that feeds up to an informed and engaged full Board is reflected in the Company's disclosure controls and procedures as well, particularly, although not exclusively, with regard to the Company's disclosures around risks, trends and uncertainties. Specific disclosures are produced or reviewed and updated by subject matter experts at the Company before being considered by our internal legal and SEC reporting teams, with those inputs then being communicated to our management disclosure committee. Each of our Board committees is authorized by its charter to consult at its discretion with any experts or advisors that it feels would be helpful, and similarly our disclosure committee led by the Company's Vice President, Chief Accounting Officer and Controller, may consult with internal or external advisors as it deems appropriate in seeking to ensure that our senior management, including our CEO and our Chief Financial Officer, receive the information they need to make timely decisions about the Company's required disclosures. To facilitate the receipt of full information and robust communication, our Audit Committee, which is chaired by our Lead Independent Director, receives regular reports about the Company's disclosures from our Chief Financial Officer and from our Chief Accounting Officer.

We will continue to review the appropriateness of these Board and risk oversight systems and structures. If we determine that we should change our leadership structure, we will provide prompt notice to our stockholders, as required under the circumstances.

Board of Directors Meetings and Committees

In fiscal 2024, the Board of Directors held seven meetings. During the past fiscal year, each incumbent director attended at least 75% of the meetings of the Board of Directors, and of the committees on which he or she served, held during the time period such director was a member of the Board of Directors.

The Board of Directors has four committees:

CORPORATE GOVERNANCE

Each of these committees operates under written charters which are available at the Company's website athttps://investor.adt.com/governanceby opening the "Governance" tab, clicking on "Governance Documents," and clicking on the name of the respective committee charter. Committee charters are also available in print upon the written request of any stockholder. The current committee membership of our Board of Directors is as follows:

Audit Committee

In fiscal 2024, the Audit Committee held eleven meetings. During 2024, until October, our Audit Committee consisted of Mr. Winter (Chair), Ms. Griffin, and Ms. Zarmi. From October 2024 until February 2025, the committee consisted of Mr. Winter (Chair), Ms. Yoon, and Ms. Zarmi. Since February 2025, our Audit Committee consists of Mr. Winter (Chair), Mr. Gartland, and Mses. Yoon and Zarmi. Our Board of Directors has determined that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi qualify as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Messrs. Winter and Gartland and Mses. Yoon and Zarmi are independent within the meaning of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under the NYSE listing standards. The principal duties and responsibilities of our Audit Committee include the following:

CORPORATE GOVERNANCE

The Audit Committee has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Executive Committee

In fiscal 2024, our Executive Committee (the "Executive Committee") consisted of Messrs. Rayman (Chair), Coleman and DeVries. The Executive Committee held no meetings during 2024. Subject to certain exceptions, the Executive Committee generally may exercise all of the powers and duties of the Board of Directors when the Board of Directors is not in session, or when it is impractical to call a special meeting of the Board of Directors, and to implement the policy decisions of the Board of Directors. The Executive Committee serves at the pleasure of our Board of Directors.

Compensation Committee

In fiscal 2024, the Compensation Committee held four meetings. During 2024, until June, our Compensation Committee consisted of Mr. Rayman (Chair), Ms. Bonsignore, and Ms. Griffin. From June 2024 until February 2025, the committee consisted of Mr. Rayman (Chair), Mr. Houston and Ms. Griffin. Since February 2025, our Compensation Committee consists of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith. The principal duties and responsibilities of the Compensation Committee include the following:

In March 2024, we ceased to be a "controlled company" under NYSE listing standards and, following a permitted phase-in period, now have a Compensation Committee comprised entirely of independent directors.

CORPORATE GOVERNANCE

Nominating and Corporate Governance Committee

In fiscal 2024, our Nominating and Corporate Governance Committee held two meetings. During 2024, until June, the committee consisted of Messrs. Rayman (Chair), DeVries and Solomon. From June 2024 until February 2025, the committee consisted of Messrs. Rayman (Chair) Houston and Ms. Tiedt. Since February 2025, our Nominating and Corporate Governance Committee consists of Ms. Yoon (Chair), Mr. Houston, and Ms. Tiedt. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include the following:

In March 2024 we ceased to be a "controlled company" under NYSE rules and, following a permitted phase-in period, now have a Nominating and Corporate Governance Committee composed entirely of independent directors.

Compensation Committee Interlocks and Insider Participation

Members of the Compensation Committee during 2024, included Ms. Bonsignore until June 2024, Mr. Rayman (Chair), Ms. Griffin, and Mr. Houston, who joined the Compensation Committee in June 2024. As of February 2025, our Compensation Committee consists of Mr. Houston (Chair), Ms. Griffin, and Mr. Smith. None of the members of the Compensation Committee in 2024 or to date in 2025 were, at any time during 2024 or at any other time, an officer or employee of the Company.

During 2024, none of our executive officers served as a member of the board of directors, or as a member of the compensation committee or similar committee, of another entity that has one or more executive officers who served on our Board of Directors or Compensation Committee at the same time.

Except as described in the section entitled "Certain Relationships and Related Person Transactions" below, none of the members of the Compensation Committee had or has any relationships with us that are required to be disclosed under Item 404 of Regulation S-K.

Identifying and Evaluating Candidates for the Board of Directors

In considering possible candidates to serve on the Board of Directors, the Nominating and Corporate Governance Committee will take into account all appropriate qualifications, qualities and skills in the context of the current make-up of the Board of Directors and will consider the entirety of each candidate's credentials, including, among other things, their individual background, experience and knowledge. In addition, the Nominating and Corporate Governance Committee will evaluate each nominee according to the following criteria:

CORPORATE GOVERNANCE

The Company has in place Board Governance Principles which are considered when reviewing and evaluating candidates for the Board of Directors. The Nominating and Corporate Governance Committee reviews these Board Governance Principles annually.

In addition, our Board Governance Principles address over-boarding and in order to provide sufficient time for informed participation in their Board responsibilities, any non-management directors who are employed as the CEO of a publicly traded company are required to limit their external directorships of other public companies to one; non-management directors who are otherwise executive officers of a public company are required to limit their external directorships of other public companies to one; non-management directors who are not fully employed are required to limit their external directorships of other public companies to three; and our CEO is required to limit his service on other public company boards to no more than two. The Nominating and Corporate Governance Committee is notified of the intention of directors and the CEO to serve on another for-profit public or private company board of directors, and the Nominating and Corporate Governance Committee reviews the possibility for conflicts of interest or time constraints and may object to such placement in which event the full Board shall determine the disposition of the matter.

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee. To have a candidate considered by the Nominating and Corporate Governance Committee, our Bylaws require a stockholder to submit the recommendation in writing and must include the following information:

Each such recommendation must be sent to the Secretary of the Company at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431 and must be received within the time indicated below under "When are stockholder proposals due for consideration at next year's annual meeting?" The Nominating and Corporate Governance Committee will evaluate stockholder-recommended director candidates in the same manner as it evaluates director candidates identified by other means.

Corporate Governance Guidelines and Code of Conduct

Our Board of Directors has adopted a code of business conduct and ethics (the "Code of Conduct") that applies to all of our directors, officers, and employees, and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a "code of ethics" as defined by the rules of the SEC. The Code of Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. The Company also maintains an ethics hotline as set forth in our Code of Conduct so that any suspected violation of our Code of Conduct can be reported confidentially, without fear of reprisal. We intend to disclose future amendments to certain provisions of our Code of Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website athttps://investor.adt.com. The Code of Conduct is made available on our website.

CORPORATE GOVERNANCE

We have Board Governance Principles that address significant issues of corporate governance and set forth procedures by which our managers and Board of Directors carry out their respective responsibilities. The principles are available for viewing on our website athttps://investor.adt.com/governance. We will also provide the Board Governance Principles, free of charge, to stockholders who request them. Such requests should be directed to our Secretary at ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431.

Corporate Responsibility and Respect for Our Communities

We recognize the importance of corporate responsibility and community engagement with a focus toward sustainable initiatives that serve a corporate purpose and are aligned to our long-term strategy.

We track our sustainability initiatives in internal annual and periodic reporting. Since 2021, we have published a report to our website to provide an annual update to our stakeholders on progress made towards our commitment to sustainability. We have continued to include disclosure of our corporate responsibility initiatives in our 2024 Annual Report on Form 10-K, and we plan to publish our 2024 Corporate Impact Report to our website, which will include as an appendix our 2024 Sustainability Accounting Standards Board Index Report. These reports can be found on our investor relations website athttps://investor.adt.com/sustainability.

Executive Sessions of Non-Management Directors

The non-management directors of the Company meet in executive sessions without management on a regular basis. Under the Company's Board Governance Principles, the Lead Independent Director has authority to call and lead non-management director sessions.

Apollo Approval of Certain Matters and Rights to Nominate Certain Directors

Although funds affiliated with or managed by Apollo no longer beneficially own a majority of our outstanding common stock, Apollo has, pursuant to its stockholders agreement with us, certain approval rights as long as it beneficially owns at least 25% of our Common Stock. These approval rights allow Apollo to exert significant influence over all matters requiring stockholder approval, including the election of Directors, amendments of our A&R Certificate of Incorporation, and certain corporate transactions. Apollo also has, pursuant to its stockholders agreement with us, the right to nominate a certain percentage of the directors on our Board, as long as it beneficially owns at least 5% of our Common Stock. See "Certain Relationships and Related Person Transactions - Stockholders Agreement".

CompensationRisk Assessment

We believe that the performance goals and incentive plan structures generally established under the Company's executive, annual and long-term incentive programs would not contribute to excessive risk-taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee. The Company's compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team-oriented, with an individual component, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting compensation programs, policies, and practices, monitoring those programs, policies, and practices during the year and using discretion in making adjustments to such programs, policies, and practices, as necessary to reflect the actual performance of the Company. As a result of the procedures and practices described above, the Compensation Committee believes that the Company's compensation programs, policies and practices for its employees do not encourage risk-taking that is reasonably likely to have a material adverse effect on the Company. This conclusion is based on a risk assessment that was performed by management in conjunction with Pearl Meyer & Partners, LLC ("Pearl Meyer"), the Company's independent compensation consultant, and presented to and reviewed with the Compensation Committee at its October 2024 meeting.

Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly to the full Board of Directors, a Committee of the Board, the Lead Independent Director, independent directors as a group, or an individual director, may do so in writing addressed to the attention of the intended recipient(s), c/o Secretary, ADT Inc., 1501 Yamato Road, Boca Raton, FL 33431. Interested parties may communicate anonymously and/or confidentially if they desire. The Board will periodically review all pertinent stockholder communications. Additionally, the Corporate Law Department may forward certain communications only to the Lead Independent

CORPORATE GOVERNANCE

Director, the Chair of the relevant Committee or the individual Board member to whom a communication is directed. All communications received that relate to the Company's accounting, internal accounting controls or auditing matters will be referred to the Chair of the Audit Committee unless the communication is otherwise addressed. Other communications received will be forwarded as appropriate to the relevant director or directors. Those items that are unrelated to the duties and responsibilities of the Board or its Committees may not be provided to the Board by the Corporate Law Department, including, without limitation, business solicitations, advertisements and surveys; requests for donations and sponsorships; job referral materials such as resumes; product-related communications; unsolicited ideas and business proposals; and material that is determined to be illegal or otherwise inappropriate.

Director Attendance at Annual Meeting

The Company encourages all of our directors to attend each Annual Meeting of Stockholders. Ten of our directors attended the 2024 Annual Meeting of Stockholders.

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The names of the current executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below. Each of our executive officers is re-appointed annually by our Board of Directors.

James D. DeVries. For the biography of James D. DeVries, please see "Class I Directors."

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION -

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee determines the compensation of our executive officers, and considers, adopts, reviews and revises our executive officer compensation programs, policies, and practices as part of its mandate to determine all components of each executive officer's compensation. Where appropriate, the Compensation Committee may also recommend that any component of executive officer compensation be subject to the review and approval of the non-executive members of the Board. In carrying out these functions, the Compensation Committee regularly consults with its independent compensation consultant, including to obtain a broader market perspective and comparative data, and is empowered to engage any other outside consultants it deems necessary.

This Compensation Discussion and Analysis ("CD&A") section of the proxy statement describes in detail the Company's executive compensation philosophy and programs, as well as the compensation decisions made by the Compensation Committee in 2024, with respect to our named executive officers ("NEOs") who, for fiscal year 2024, are listed below.

Executive Compensation - Compensation Discussion and Analysis Table of Contents

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

2024 Highlights

We delivered strong 2024 results including a record-high recurring monthly revenue balance, record customer retention, and very strong cash generation. These results are a direct result of our durable, resilient, and flexible business model, which is designed to generate strong returns on capital driven through efficient customer acquisition, profitable best-in-class customer service, and enduring customer loyalty and retention. In particular, in 2024, we:

In addition to delivering strong results, we continued to aggressively drive the evolution of ADT to remain the company of choice for current and potential customers looking for the best-in-class smart home security offerings. We advanced key components of this strategy during 2024 by:

To continue to drive these investments in ADT's future, we have significantly reduced our debt over the past few years, and in 2024 we continued to reduce leverage, improve borrowing costs, and strengthen our overall capital structure, as demonstrated by the following accomplishments:

We remain very disciplined with capital allocation and continue to benefit from the enhanced flexibility of our improved capital structure. Importantly, we have also used this flexibility to retuvalue to our stockholders. In early 2024 we announced a 57%

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

dividend increase and authorization of a $350 million share repurchase program. During 2024 we returned $182 million in dividends to shareholders and retired 31 million shares for an aggregate price of $241 million.

We remain committed to our strategy to maintain our durable and resilient business model, drivesustainable long-termgrowth, continue strong customer acquisition efficiency, and preserve high customer loyalty and retention. Our strategy is premised on disciplined capital allocation, investments to develop and deliver best in class smart home security offerings, adapting to customer needs and preferences, and, most importantly, ensuring the safety and peace of mind of our customers.

We have aligned our compensation programs with this philosophy, as demonstrated by the performance goals set for our Named Executive Officers by the Compensation Committee to evaluate their performance. These are summarized below for our Chairman, President and CEO, and designed to ensure the interests of our executives are aligned with the interests of the Company to drivesustainable long-termvalue creation for stockholders.

Chief Executive Officer - Performance Goals

Mr. DeVries' performance as Chairman, President and CEO is evaluated using the following categories which are determined by the Compensation Committee: operating results, developing and implementing a long-term strategy, and maintaining and motivating a high-performing team.

Under Mr. DeVries' leadership, ADT delivered solid performance, invested for the future, reshaped its portfolio, and meaningfully improved the Company's capital structure. ADT delivered record end-of-period RMR, maintained near-record customer retention and improved revenue payback, and posted strong financial and operating results.

With a focus on the long-term growth strategy of ADT, Mr. DeVries delivered on key areas of focus for ADT's future.

Delivered Top-Line Growth

Unlocked Shareholder Value

Drove Strategic Differentiators: Innovative Offerings, Unrivaled Safety and Premium Experience

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Philosophy

The Company's executive compensation program is guided by the following principles:

Pay for Performance. Compensation opportunities are designed to align executives' pay with the Company's performance, with a focus on producing sustainable long-term growth, as well as providing for sufficient flexibility to take into account individual contributions to this performance.

Align Management's Interests with Interests of Stockholders. We believe that management should have a significant financial stake in the Company to align their interests with those of the stockholders and to encourage the creation of sustainable long-term value. Therefore, equity awards make up a substantial component of executive compensation, and our long-term incentive program for executives in 2024 consisted entirely of stock options, so that executives only realize value from the program if stockholders see an increase in the value of their investment.

Attract, Promote and Retain a Talented Management Team. We compete for talent with other companies both smaller and larger, and both in our market and in other industries. To attract and retain talent with the experience necessary to achieve our business goals, compensation must be competitive and appropriately balanced.

To reflect these principles, our executive compensation program has three key elements: base salary, annual cash incentive compensation and long-term equity compensation. We have aimed to ensure that the base salary and target annual incentive levels of each NEO are competitive to retain and appropriately reward our NEOs for their ongoing service and achievements, and the focus we place on equity compensation aligns the interests of management with those of our shareholders and promotes focus on sustainable long-term success.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

The following highlights of our executive compensation program demonstrate how we adhere to our compensation philosophy. Furthermore, each year, our Compensation Committee evaluates each of the elements of our compensation program to ensure it continues to support our compensation philosophy, as well as the compensation philosophy itself, and may make adjustments or changes as it deems appropriate.

Process forDetermining Executive Officer Compensation (Including NEOs)

Role of Compensation Committee and Board of Directors

Our Compensation Committee, which is comprised solely of independent directors, is responsible for, among other things, overseeing our overall compensation structure, policies and programs, including assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management and employees. The Compensation Committee is also responsible for reviewing the goals and objectives for our executive officers, evaluating their performance against these goals and otherwise and for approving the compensation awarded to our executive officers based on such performance. Our Lead Independent Director also will consult with the chair of our Compensation Committee on the performance of the CEO.

In making these determinations, the Compensation Committee considers the input and recommendations of our CEO, other than with respect to himself, including his assessment of individual performance, retention, and succession planning. When appropriate, such

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

as when the Compensation Committee is discussing or evaluating compensation for the CEO, the Compensation Committee meets in executive session without management.

In order to carry out these responsibilities, the Compensation Committee receives and reviews materials in advance of each meeting, including benchmark information, historical compensation data, performance metrics and outcomes, and other materials that may be prepared at the request of the Compensation Committee, including by its independent compensation consultant.

In addition to overseeing executive pay, our Compensation Committee is responsible for the approval of equity awards to all of our employees, including grants made to our executive officers, subject to further Board approval where necessary or appropriate. The Compensation Committee also ratifies, from time to time, the authority of our CEO to approve equity grants to our employees who are not executive officers under our Policy and Procedures for Granting Equity-Based Awards, subject to certain other restrictions as set forth in such policy.

Independent Compensation Consultant

The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation.

The Board of Directors retained Pearl Meyer, a compensation consulting firm, as its independent external advisor to assist in its evaluation of executive compensation, and to provide insight and market perspective on our current compensation programs. In selecting Pearl Meyer, the Board of Directors reviewed their independence, including the factors prescribed by the SEC and NYSE, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Board. Pearl Meyer does not provide other services to us, except at the direction of our Board of Directors or Compensation Committee. We do not have any other relationships with Pearl Meyer.

Role of External Market Data

The Compensation Committee considers a number of factors in determining target total compensation for each of the Company's executive officers (including our NEOs). These factors include position-specific market data, the executive's experience and performance, and internal pay equity. While the Compensation Committee considers the median of the Company's competitive market (including both selected peer companies and the broader competitive market) when evaluating executive compensation, it is only one factor among several, including those noted above, that is taken into consideration. Ultimately, the Compensation Committee uses its business judgment, informed by the experience of the members of the Compensation Committee to determine executive compensation. As a result, the Compensation Committee may approve compensation that is below- or above-median market compensation for specific individuals for a variety of reasons, including:

Peer Group Development

The Compensation Committee, with the assistance of Pearl Meyer, has developed a peer group for use in making compensation decisions. While the Compensation Committee considers the executive compensation data at peer group companies, it is not the sole factor in the decision-making process. The Compensation Committee also considers general industry data from third-party providers in its review of compensation for our executive officers (including our NEOs). Neither the Compensation Committee nor management has any input into the companies included in these general industry surveys. The table below highlights how the companies included in the peer group were chosen, and how the compensation information related to these companies is used.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee assesses the peer group periodically to determine whether any significant changes to the business conditions of the Company or any of its peers would warrant any changes to the peer group. In October 2024, the Compensation Committee approved changes to the 2025 peer group, replacing two peers to improve size comparability following ADT's updated business model and removing one peer due to its acquisition, resulting in a peer group of 14 companies.

2024Advisory Voteon Executive Compensation

At our 2024 Annual Meeting, approximately 99% of the shares voted were cast in favor of our advisory vote to approve the compensation of our NEOs.

We recognize that the business and executive compensation environments continue to evolve, and we are committed to having compensation programs and practices that support our business objectives, promote good corporate governance, and align executive pay with the Company's performance. The Compensation Committee will continue to consider the results from this year's and future advisory stockholder votes regarding our executive compensation programs. See "Proposal 2-Advisory Vote to Approve the Compensation of our Named Executive Officers" for additional information.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

Elements of Executive Compensation

The Company's compensation program consists of three main elements: base salary, annual cash incentives, and equity-based long-term incentives. A significant majority of each NEO's total direct compensation is performance-based and at-risk; in 2024, 91% in the case of our CEO and 48% on average for other NEOs. The Company also provides various benefit and retirement programs. The below provides an overview of the elements of the Company's executive compensation program, a brief description of each compensation element, and the reason for inclusion in the executive compensation program.

2024 Target Compensation

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Each NEO is party to an employment agreement or offer letter that provides for a fixed base salary, subject to annual review. The Compensation Committee reviews base salary levels on an annual basis to determine whether the base salary level is appropriate given the NEO's job responsibilities, experience, value to the Company, and market pay level. Base salary levels are also considered in the context of all elements of compensation as a whole. We do not guarantee any base salary increases.

In February 2024, the Compensation Committee considered the above factors and determined that it was appropriate to provide each NEO, other than Ms. Haenggi, with a market-based merit increase, effective March 24, 2024, as shown in the table below, together with actual base salaries as of December 31, 2023 and 2024. The Compensation Committee also considered whether any additional adjustments for the NEOs based on tenure, performance or market pay levels was warranted at that time, but concluded that none was necessary at that time. Note that the Summary Compensation Table reflects actual compensation paid to the NEOs for the applicable year.

Annual Incentive Compensation

The second component of executive officer compensation is an annual cash incentive based on the Company's performance. Tying a portion of total compensation to annual Company performance permits us to adjust the performance metrics each year to reflect changing objectives and to emphasize those that may be of special importance for a particular year. Through the annual incentive program, we seek to provide an appropriate amount of short-term cash compensation that is at-risk and tied to the achievement of certain annual performance goals.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

For 2024, the target bonus opportunities for our NEOs were as follows:

For the 2024 fiscal year, the annual incentive plan (the "2024 AIP") was approved with a design that reflects the Company's focus as a primarily subscriber-based business with significant RMR. The metrics utilized in the 2024 AIP were selected to drive results in those categories that we believed would have the most significant impact on the success of our subscriber-based business. The metrics utilized for the 2024 fiscal year, as well as the respective weightings for each metric, are set forth in the table below. In order to achieve any payout on a metric, a threshold performance level was required to be met, which would result in a 50% payout for that metric. Bonus payouts were also subject to a maximum of 200% of target; performance above maximum would not result in any additional payout. The Compensation Committee seeks to set the targets at a level that is challenging but attainable based on the Company's business plan in order to provide an appropriate incentive, while payouts above target requires over-performance. Thresholds are set to ensure that if performance is below a level that the Compensation Committee deems appropriate, no bonus payment will be made in respect of that metric. In addition, the Compensation Committee retains discretion to adjust the payout levels under the AIP, including to reflect the Company's performance more broadly or an executive's individual performance. The Compensation Committee did not exercise any such discretion under the 2024 AIP.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

The Company's performance against the metrics presented above resulted in an annual bonus payout to NEOs under the 2024 AIP at 95% of target.

The following table summarizes the calculation of bonuses for fiscal year 2024 paid to each of the NEOs.

Non-GAAP Measures - Adjusted EBITDA

Adjusted EBITDA

We define Adjusted EBITDA as income (loss) from continuing operations adjusted for (i) interest; (ii) taxes; (iii) depreciation and amortization, including depreciation of subscriber system assets and other fixed assets and amortization of dealer and other intangible assets; (iv) amortization of deferred costs and deferred revenue associated with subscriber acquisitions; (v) share-based compensation expense; (vi) merger, restructuring, integration, and other; (vii) losses on extinguishment of debt; (viii) radio conversion costs, net; (ix) adjustments related to acquisitions, such as contingent consideration and purchase accounting adjustments, or dispositions; (x) impairment charges; and (xi) other income/gain or expense/loss items such as changes in fair value of certain financial instruments or financing and consent fees.

Long-Term Equity Compensation

The Company's long-term incentive compensation program is designed to provide a significant portion of our executive's compensation opportunity in equity-based instruments. We believe that long-term equity compensation is important to ensure that the interests of our executives are aligned with those of our stockholders, thus promoting value-creation for our stockholders. The annual equity award grant process occurs in conjunction with the Compensation Committee's annual assessment of executive's individual performance and potential and takes into account the competitive compensation landscape. In addition to annual grants, the Company may make equity grants in certain other circumstances, such as for new hires or promotions, or to recognize an individual's extraordinary contributions to the Company.

Our Board of Directors adopted, and our stockholders approved, our 2018 Omnibus Incentive Plan (as amended, the "Omnibus Incentive Plan"), pursuant to which we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), and other stock-based awards as permitted under the Omnibus Incentive Plan. The Omnibus Incentive Plan is designed to align the interests of our management team with those of our stockholders.

2024 Long-Term Incentive Plan Equity Awards

For fiscal year 2024, awards of equity under our annual long-term incentive program (the "2024 LTIP") were delivered to our Named Executive Officers in the form of non-qualified stock options. In determining to grant stock options in lieu of RSUs, which had been the form of the 2023 LTIP grants, the Compensation Committee gave significant consideration to the fact that stock options do not provide

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

any value to the executive unless the Company's stock price increases following the grant date of the stock options. Therefore, the Compensation Committee considered that stock options would create a strong incentive for executives to drive increased long-term sustainable stockholder value, more strongly aligning interests of executives with those of our stockholders than in the case of RSUs.

The following table describes the general terms and conditions applicable to stock options under our 2024 LTIP:

Target 2024 long-term incentive opportunities for Messrs. DeVries, Likosar, Scott, Smail, and Young, were approved in early 2024.Ms. Haenggi did not receive a grant of long-term incentive awards in 2024.Target 2024 long-term incentive opportunities and the number of Stock Options awarded to our NEOs are set forth in the table below:

Employment Arrangements

Each of our NEOs is party to an employment agreement, offer letter, or other employment arrangement, which specifies the terms of the executive's employment, including certain compensation levels, and is intended to assure us of the executive's continued employment and to provide stability in our senior management team. The terms of these employment arrangements are described under the heading "Employment Arrangements" which follows the Summary Compensation Table and under the heading "Potential Payments upon Termination or Change in Control" below.

Supplemental Savings and Retirement Plan

All of our NEOs are eligible to participate in the ADT Supplemental Savings and Retirement Plan (the "SSRP"), a deferred compensation plan that permits the elective deferral of base salary and annual performance-based bonus for executives in certain career bands. The SSRP provides eligible employees the opportunity to:

Executive Benefits and Limited Perquisites

The Company's executive officers, including the NEOs, are eligible to participate in the benefit plans that are available to substantially all of the Company's employees, including defined contribution savings plans (e.g., the RSIP), medical, dental and life insurance plans

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

and long-term disability plans, as well as discounts on the services we provide. Additionally, the Company provides relocation benefits when the Company requires a relocation. None of the NEOs participate in a defined benefit pension plan.

We provide limited perquisites to our NEOs, including an annual executive physical for all of our NEOs. Mr. DeVries is also entitled to reimbursement for certain housing and work-related travel expenses that do not otherwise qualify as reimbursable expenses, up to an annual maximum of $100,000, plus any taxes incurred on such reimbursement.

Severance Benefits

Certain of our current executive officers, including Mr. Scott, may be eligible for certain benefits under either The ADT Inc. Severance Plan for U.S. Officers and Executives (the "Severance Plan") or The ADT Corporation Change in Control Severance Plan (the "CIC Severance Plan"), depending upon the circumstances leading to their termination of service or employment with the Company. In the case of the CIC Severance Plan, a "double trigger" is required (i.e., a change in control, plus a qualifying termination of employment) before benefits become available to the executives covered by that plan. We believe that the benefits available to executives under these plans are equitable in comparison to the broader market. Details with respect to the key provisions of the severance plans currently in effect and the payments and benefits that would be payable under the plans are set forth in the section titled "-Potential Payments Upon Termination or Change in Control" below.

Severance for our other current NEOs would be pursuant to the terms of their respective employment arrangements. Details with respect to the payments and benefits that would be payable under the employment arrangements are set forth in the section titled "-Potential Payments upon Termination or Change in Control" below. In the case of Ms. Haenggi, who terminated employment with us in 2024, the actual payments and benefits she received in connection with such termination are also set forth in such section.

Other Compensation Policies and Practices

Insider Trading Policy and Equity Transaction Pre-Approval

The Company maintains an insider trading policy, applicable to all employees, directors, and the Company itself governing the purchase, sale, and/or disposition of the Company's securities that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards. A copy of the insider trading policy is filed as Exhibit 19 to our 2024 Form 10-K.The insider trading policy prohibits the Company's personnel from: (i) buying, selling, donating, or engaging in transactions in the Company's securities at any time while aware of material non-public information about the Company; (ii) buying or selling securities of other companies at any time while aware of material non-public information about those companies that they become aware of as a result of business dealings between the Company and those companies; (iii) recommending to another person that they buy, hold, or sell Company securities; or (iv) disclosing material non-public information to any unauthorized persons outside the Company. Each of the Company's directors and officers who are subject to the requirements of Section 16 of the Exchange Act (the "Section 16 Officers"), as well as any member of management who reports directly to the CEO, is required to receive the approval of the Company's Chief Legal Officer prior to entering into any transaction in Company securities. This approval applies to each of our NEOs. Generally, trading by our directors, the Section 16 Officers, and a limited group of other Company employees is permitted only during announced "open window" trading periods that follow the public release of the Company's quarterly earnings. Those who are subject to these trading restrictions, including the NEOs, may enter into a trading plan under Rule 10b5-1 of the Exchange Act. These trading plans may be entered into only during an open window and must be approved by the Company's Chief Legal Officer or any designee thereof. These trading plans include a minimum "cooling off" period before the plan becomes effective, and the trading plans may not be amended during their term without the consent of the Company. Directors and employees, including the NEOs, bear full responsibility for any violation of the Company's insider trading policy.

Anti-Hedging and Short Sale Policy

The insider trading policy maintained by the Company contains a provision which specifically prohibits all Company personnel from engaging in hedging transactions, including buying and selling puts, calls, options or other derivatives in respect of the Company's securities. The insider trading policy prohibits all Company personnel from selling Company securities short.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

Anti-Pledging/Purchases of Company Securities on Margin

The insider trading policy maintained by the Company contains a provision which specifically prohibits all Company personnel from pledging Company securities or purchasing Company securities on margin, provided pledges existing at the time such prohibition was established in July 2021 were permitted to remain in existence.

Equity Grant Practices

The Company's practice is to grant annual equity awards to eligible employees on or after the second trading day after financial and other information about the Company has been widely released through a press release, newswire or periodic report filed with the SEC. This timing is designed to ensure that annual equity grants are made at a time when the market has the greatest amount of information concerning the Company's performance, including its financial condition and results of operations, as is reasonably possible. All other equity grants during the year, which are generally comprised of new hire awards or other one-time grants, are made in conjunction with the Company's Policy and Procedures for Granting Equity-Based Awards.

Pay Recoupment (Clawback) Policy

To encourage sound financial reporting and increase individual accountability, the Company's pay recoupment policy provides that, in addition to any other remedies available to it and subject to applicable law, the Company may recover any incentive compensation (whether in the form of cash or equity) paid by the Company to any current or former executive officer that resulted from any restatement of the reported financial results of the Company or one of its segments, if any, due to material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law) caused or contributed to by such individual's fraud, willful misconduct or gross negligence. Our Compensation Committee has the sole discretion to make any and all determinations under this policy and will periodically review this policy to determine whether any changes are warranted.

The Company has also adopted the Incentive Compensation Clawback Policy in order to comply with the compensation recoupment requirements of the Dodd-Frank Act and the NYSE listing requirements (the "clawback rules"). As required by the clawback rules, the Incentive Compensation Clawback policy provides for the recovery, following an accounting restatement, of certain incentive compensation that was erroneously "received" (as defined in the clawback rules) by our executive officers in light of the restatement.

Stock Ownership Guidelines

The Company's stock ownership guidelines help further align the long-term interests of our independent directors and our management with the long-term interests of our stockholders. For purposes of determining an executive's compliance with the guidelines, shares that count toward compliance are actual shares owned and unvested time-based RSUs. No stock options or unearned performance shares count toward guideline achievement. Under these guidelines, certain individuals are required to own equity with a value equal to a multiple of their annual base salary or, in the case of our independent directors, their annual cash retainer, before they can sell any of their shares of Common Stock as follows:

Tax and Accounting Considerations

Section 162(m) of the Code

For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain "covered employees," including our NEOs, under Section 162(m) of the Internal Revenue Code of 1986, as amended

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

(the "Code"). Once an individual becomes a "covered employee" under Section 162(m) of the Code, all current and future compensation to these individuals will remain subject to the limitation under Section 162(m) of the Code.

These tax effects were only one factor considered by our Compensation Committee when entering into compensation arrangements. Our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where the Company believes it is appropriate to do so.

Section 280G of the Code

Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% penalty on the individual receiving "excess parachute payments." Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive's prior compensation.

We do not provide excise tax gross-ups to our NEOs, including those imposed by Section 4999 of the Code. Instead, the employment agreements with Messrs. DeVries, Likosar and Young, each provide for a best-net cutback, whereby if the adverse tax consequences described above were triggered, the executive would receive all relevant payments in full, but subject to the excise tax, or the payments would be reduced to the greatest amount that would not trigger such tax consequences, whichever results in the greater after-tax amount.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Members of the Compensation Committee:

Daniel Houston, Chairman

Tracey R. Griffin

Paul J. Smith

The Report of the Compensation Committee is not to be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation Table

The information set forth in the following table reflects compensation paid to or earned by the NEOs for fiscal years 2024, 2023 and 2022. The table reflects total compensation earned beginning in the later of fiscal year 2022 or the year an individual first became a NEO.